Amendments of MOA and AOA
Every Company have its own set of rules and regulations for its smooth operation. These set of rules and regulations In the case of Private Limited Companies or One Person Companies are known as Memorandum of Association (MOA) and Articles of Association (AOA). While Articles of Association constitutes of bigger concerns about the company, the Memorandum of Association focuses on the smallest details.
The Articles of Association mainly consists of:
- First Directors of Company.
- Share Capital and Variation of Rights.
- Transfer and Transmission of shares.
- Annual General Meeting, Extraordinary General Meeting and Board Meeting, voting rights of the members in such meetings and provisions about veto power.
- Details of First Subscribers.
- Dividends and Reserve policies.
- Details regarding Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer.
- The closures of the company along with the conditions under which it can be dissolved are also discussed.
- The Members of the Board are bound by a confidentiality clause as stated in the AOA, which means that no member can disclose the functioning of the company to an outsider. Any amendment made in the Articles of Association can only be made in the above-mentioned clauses by informing the concerned Registrar of Companies about the change being made.
The Memorandum of Association consists of:
- Name of the company
- State in which the company has its registered office
- Objects of the company and matters considered important related to these objects
- Liability of the Members in the company
- Share capital of the company
All amendments made in the MOA should be with regards to the clauses stated above.
Process of Changing the Memorandum of Association:
- As per Section 173(3) of the Companies Act, 2013, a notice will be issued for calling a Meeting of the Board of Directors, of the company to get the approval from the Directors, in order to make amendments in the MOA.
- A date, place and time need to be fixed to hold an extraordinary general meeting or annual general meeting to get the approval from the shareholders of the company by passing a special resolution.
- Hold the GM on the fixed date and pass the special resolution.
- Once the special resolution is passed, our team will file Form MGT-14 within 30 days of passing the resolution along with the documents provided by you, which are stated below –
- Notice of General Meeting
- True Copy of Special Resolution
- Certified True Copy of Board Resolution (optional)
- Altered Memorandum of Association
- Our team of experts will file Form MGT-14 along with the documents provided by you with the concerned Registrar of Companies, who will verify the form and its attachments and approve the amendments made in the MOA.
- After the amendments are approved by the ROC, the company will have to incorporate the changes in every copy of the Memorandum of Association.
Process of Changing the Articles of Association:
- A notice needs to be issued for conducting a Board Meeting at least 7 days prior to the meeting.
- A special resolution is passed at the Board Meeting with the consent of the members for making changes in the Articles of Association.
- Date, time and place should be fixed for holding a General Meeting and a Director needs to send the notice to all the members informing them about the same.
- The quorum needs to be checked at the General Meeting, which will mean getting the approval of the members to change the clauses in the Articles of Association which will be stated in the special resolution thereon.
- Form MGT-14 is filed with the ROC along with a certified true copy of the special resolution, explanatory statement, copy of the notice of the meeting sent to members and a copy of the altered Articles of Association within 30 days of passing the special resolution.
- The Registrar of Companies will accordingly register the changes made in the AOA and issue a certificate which will be conclusive of the amendments made. The alteration will be complete and effective only when the ROC issues the certificate.
- After the certificate has been issued by the ROC, the company will need to make the changes in every copy of the Articles of Association.
The Memorandum of Association and Articles of Association that is amended should be in accordance with the latest Companies Act, 2013. Moreover, after making changes in the AOA and MOA of the company, pursuant to Section 13 & 14 and other applicable provisions of the Companies Act, 2013 (including any amendment thereto and re-enactment thereof), the existing rules and regulations stated in the MOA and AOA should be replaced with new ones immediately in every copy that is already printed and in new copies which will be printed thereon.